Thomas O'Malley, Right Off the Cuff
by AuroraRose1959
Summary: A humanized re-imagining of Disney's The Aristocats. Find out about Duchess's past, and watch the unfolding of her inter-class romance as the ever-charming Thomas O'Malley helps her and her three young children get back home to Paris. Rated T because I'm paranoid.
1. Chapter 1

"Marie, my little one, you are going to be as beautiful as your mother. Isn't she, Duchess?"

Smiling, Duchess looked up across the open carriage at her little girl. Marie was such a pretty child. She'd inherited her own pale blonde curls and blue eyes, though Duchess rather thought Marie would turn out far more beautiful than she was. The girl preened at the praise; she was rather spoiled by their benefactress, but Duchess could hardly be angry about that. Madame Adelaide Bonfamille unfailing kindness toward her and her three children still amazed her even after all these years.

"Careful, Toulouse!" Madame's cry directed her attention toward her young son. Toulouse had begged to be allowed to sit in the driver's seat with Edgar, Madame's longsuffering butler, and was now practically standing in his seat. As he nearly toppled over into Edgar, Duchess reached out reflexively, but he simply plopped back down in his seat, looking like a model little gentleman aside from an impish grin.

Madame chuckled. "You're making it very difficult for Edgar!"

"Toulouse, you must stay in your seat or you will have to come back here with us," Duchess said with calm firmness.

"Oh, he's no trouble at all, Mademoiselle." Edgar smiled down at the boy. "Whoa, Frou-frou, whoa. Steady, girl." He reigned the horse in as they pulled up at the house.

Berlioz, the youngest of the three triplets, bounded out of the carriage and over to the horse. As he petted her muzzle, he solemnly said, "Thank you for the ride, Frou-frou." Duchess beamed at her son as she helped Marie down. His siblings often teased him for it, but Berlioz's sweet spirit truly warmed her heart. Of course, immediately the boy initiated the typical poking and pushing and sticking out of tongues he engaged in with Toulouse. Duchess sighed. If her children could go fifteen minutes without some kind of scuffle she considered it a relief.

"Ah, Madame, allow me to assist you." Edgar handed Madame down from the carriage. "May, I take your parcel? It really is much too heavy for you."

"Now, tut-tut, Edgar, don't fuss over me. Duchess, children, come along inside." As they all walked leisurely up the walk to the immaculate mansion, Madame's tone became business-like. "Now Edgar, I'm expecting my attorney, Georges Hautecourt-you remember him, of course."

"Of course, Madame. How could anyone forget him?"

Remembering Georges' last visit which ended with Edgar chasing him down the street to inform him that his pants had quite fallen down to his knees, Duchess exchanged glances with the butler and suppressed a laugh. She quickly grew somber again when she looked behind at her children and noticed two very fashionably dressed ladies on the other side of the street, staring at her with open disdain. Blushing, Duchess ushered her children inside, thankful that at age six they were still young enough to be oblivious to such things.

oooooooooo

Madame had wanted the children to begin their education as soon as possible, but Duchess had insisted that they be tutored at home rather than sent to a school. They spent their mornings with a tutor who taught them all of their basic academic lessons, and their evenings after dinner with Duchess supervising their various artistic endeavors. She and Madame had agreed that there was no need for private lessons for any of them in such subjects unless they showed a particular inclination toward them. So with the basic skills she had in sketching, and the more expert knowledge she had in music, Duchess worked with each of her three children on whatever artistic endeavors they wished each day.

Berlioz had been practicing piano industriously for nearly a year now. He had always been drawn the instrument, telling his mother that he was going to be as good as her someday.

Marie had tried out anything and everything for a little while, but nothing held her attention. Duchess had finally at least convinced her to practice singing, and the precocious girl complied once she realized the attentions she received from Madame by giving her little impromptu concerts.

Toulouse had been as stubborn about Duchess's nightly lessons as he was about his academic lessons until about a month ago when, in a last desperate effort to find something he'd enjoy, Duchess had set up an easel and some paints for him. The boy had initially merely enjoyed making messes, but Duchess noticed with approval that he soon was making a focused effort to actually create likenesses of whatever struck his fancy.

That evening, lessons were particularly lively. For the past week, Duchess had Berlioz working on an accompaniment piece to a song for Marie to sing, and that particular practice had resulted in many a sour note and a few fights-Marie insisted that "ladies do not start fights, but they can finish them," and Duchess was secretly inclined to agree with her. Toulouse had showed her the painting he'd been keeping hidden from her for several days, and it turned out to be a rather unflattering portrait of Edgar. Duchess had had so much fun with the three of them that she often nearly forgot she was supposed to be keeping order, training her children to be proper ladies and gentlemen.

As their evening lessons drew to a close, Edgar entered the room with the tea tray. "Good evening, Mademoiselle, children." He set the tray down at the small table in the corner of the room. "Earl grey tea tonight-your favorite, Mademoiselle."

"Oh, how thoughtful! Thank you, Edgar." Duchess sat and took a long sip of her tea, her children following her example.

"Sleep well-I mean, drink. Drink well, of course." Edgar gave a slight bow before retreating out into the hallway.

Concerned by his strange behavior, Duchess watched him go, taking another quiet sip of her tea and pretending she didn't notice her children gulping at theirs. She'd corrected them enough for one day. Sometimes she wanted to just allow them to be-

oooooooooo

Duchess woke up in the dead of night by the side of a small stream, utterly alone.


	2. Chapter 2

"Berlioz? Toulouse, Marie, where are you?"

"Here I am, Mama," came Marie's plaintive voice from about twenty feet away.

Relief flooded through Duchess as her eyes adjusted to the darkness and she saw her daughter slowly sit up and rub her eyes. She rushed over to her and scooped the child up into her arms.

"Marie, darling, are you all right?"

The little girl looked confused for a moment before replying, "I guess I had a nightmare and fell out of bed."

Suddenly, they heard frightened cries of "Mama! Mama!" coming from the stream. Letting Marie down, Duchess hurried toward the sound, frantic eyes searching for her son. "Berlioz! Berlioz, I'm right here! Don't worry, everything is going to be all right!"

"I'm coming, Mama." Berlioz rose up from the grasses bordering the stream several feet away from her. "I"m c-cold and I'm wet."

Duchess held her son in a tight embrace before leading him by the hand over to where Marie stood. "Now, children, darlings, just stay here while I go and look for Toulouse."

Marie yelled out, "Toulouse!" as Duchess scanned the area for her oldest. Berlioz joined her, and the two siblings called out their brother's name.

"Hey, what's all the yelling about?"

"Oh, thank goodness," Duchess breathed. She went over to a small bridge, where the voice had come from, and quickly noticed Toulouse's shockingly orange hair, contrasting sharply with the stones of the bridge.

As she knelt down beside him, he told her thoughtfully, "I was having a funny dream. Edgar was in it, and we were all riding and bouncing along-" He seemed to notice his surroundings for the first time. "Oh, it wasn't a dream. Edgar brought us out here."

Duchess barely had time to register Toulouse's words when a loud crash of thunder had all three children clinging to her long skirts. Seeing no other shelter, she quickly ushered them under the bridge. It was a bit cramped, but they all fit, and no sooner had they all settled themselves than rain starting pouring all around them. Duchess arranged herself to block her children from the worst of it.

"What's going to happen to us?"

For a moment, Duchess's fears nearly overcame her. What was going to happen? She had no idea where they were or how they got there. All she knew was that she and her children had been drugged, and she couldn't let herself think about that or she might start remembering why she knew what it felt like to have been drugged.

She took a deep breath. If she'd been by herself, she might have allowed herself to break down, but she didn't have that luxury. She had three children who needed her to appear calm so that they wouldn't be too afraid.

She swallowed hard before forcing a smile. "Well, darlings, as long as this storm holds out, we're going to stay right here. Now you go to sleep, and then in the morning we'll head home." How they were to get home, she had no idea. The children, satisfied that there was nothing to worry about for the time being, soon fell asleep, but Duchess remained anxiously awake until just before dawn.

ooooo

Thomas O'Malley wandered the country lane, his shirt sleeves rolled up and his jacket tossed carelessly over his shoulder. With no particular direction in mind, he lazily ambled along, singing snatches of pub songs. He'd spent the past two days in some quaint little French town, doing various odd jobs for various people, and they'd paid him far better than he'd expected. If he was careful, he could make the money last a month, maybe a month and a half. So he was in no particular hurry to reach the next town.

As he neared a small bridge that arched over a stream, he saw a young woman kneeling at the water's edge, sipping water from her cupped hands. Thomas watched, mesmerized, as she unpinned her hair and shook out pale curls so long that they brushed her hips. After running her fingers through it, she deftly coiled her hair back up and was pinning it back in place when some sound or instinct caused her to turn toward Thomas. Startled, she shot up to her feet, her hair tumbling to her waist again.

"Sorry, miss!" Thomas said amicably. "Didn't mean to scare you."

"Oh, that's - that's quite all right." She blushed but quickly collected herself. "You merely startled me."

Thomas stepped off the road and walked toward her, appreciating that the closer he got to her, the more he noticed how beautiful she was. "Well, I do apologize all the same. My name is Abraham de Lacy Giuseppe Casey Thomas O'Malley, and I am at your service!" he declared with a flourish of his cap.

Just as he'd intended, the young woman seemed intrigued. "Your name seems to cover all Europe," she observed.

"I am the only man of my kind," he grinned. "And what might your name be?"

She arched a brow but answered, "Duchess."

"Duchess - beautiful." He took a step closer, gazing deeply into her blue eyes with his best smolder. "And those eyes…Why, your eyes are like sapphires, sparkling so bright, they make the morning radiant -" what rhymed with bright? - "and light," he finished.

Duchess's mouth twitched at the corners, suppressing a smile. "Very poetic. But not quite Shakespeare."

As if she hadn't loved it! "Of course it's not Shakespeare. That's pure O'Malley, right off the cuff." He smiled down at her. "I got a million of them."

"No more, please," Duchess said firmly. "I really am in a great deal of trouble and I haven't the time for this." She went back to work pinning up her hair.

"Trouble?" Thomas furrowed his brow in a show of concern. He was certain by her calm demeanor there was no real trouble, but it couldn't hurt to act sympathetic. "Why, I could never leave a beautiful lady such as you in distress. What's the problem?"

Glancing at him as if to gauge his reaction, she replied after a slight hesitation, "Well, it is most important that I get back to Paris. But I am afraid I'm not sure where I am. So if you would be so kind as to show me the way?"

Suddenly, Thomas knew where he was headed after all. " _Show_ you the way? Perish the thought! We shall fly to Paris together on a magic carpet, side by side!" He held out his hand to her, waiting expectantly for her to take it. "Just the two of us."

A small voice from behind him said, "Oh, that would be wonderful!"

He whirled around to see a small girl, looking up at him excitedly. He looked back at Duchess, thoroughly confused. Then back at the girl. It was impossible not to see the resemblance.

Looking back at Duchess, he questioned, "Three?"

When he looked back at girl, she no longer stood alone. Two small boys stood at her side, all looking up at him eagerly."Four? Five?!"


	3. Chapter 3

"Yes, Monsieur O'Malley, these are my children." Duchess was accustomed to shocked stares when people realized that she had three children, but usually it was because she was so young, with no wedding band adorning her left hand. She suspected, though, that this O'Malley character's reaction had more to do with her having children at all. The dramatic difference between the way he looked at her now and the way he had flirtatiously gazed into her eyes mere moments ago was almost comical. Almost.

"Oh." He faltered for just a moment. "How sweet."

"Do you really have a magic carpet?" Toulouse asked skeptically.

"And are we really going to ride it?" Marie practically squealed.

Duchess sighed. This man had failed to sweep her off her feet but had inadvertently swept up the children in his ridiculousness. And now she would have to be the one to fix this mess. "Marie -"

"Mama, do I have sparkling sapphire eyes, too?" Marie looked at her hopefully.

O'Malley rubbed at the back of his neck. "Oooh, did I say that?"

"Yes. Right off your cuff." Duchess had meant to make that sound more biting, but she heard an undercurrent of sadness creep into her tone and could only hope he hadn't noticed it. The last thing she wanted was for this philanderer to think she was disappointed about any of this.

"And you said we were going to ride on your magic carpet," Toulouse reminded him.

"Well, uh, now - you see, what I meant was, uh -"

"No poetry to cover this situation, Monsieur O'Malley?"

At Duchess' remark, he at least had the decency to look somewhat embarrassed. But he immediately shook that off and said, "Well, see, what I had in mind was something a little more private, like, uh -"

"A magic carpet built for two?" Duchess finished.

"I wouldn't take up much room," Marie said plaintively.

Duchess smiled humorlessly at her daughter's innocent observation. But this man was clearly not going to help her and she was tired of him wasting her time. "I understand perfectly, Monsieur O'Malley." Sweeping past him, she motioned for her children to follow her. "Come along, darlings."

They were nearly at the road when Duchess noticed Toulouse was not with her. She looked back to see him talking indistinctly to O'Malley. He had his little fists up and was pretending to punch at the man, and O'Malley was laughing and showing him to hold his fists higher. Duchess would have smiled were she not so upset with the man. "Toulouse," she called out. "Come along, dear."

Her son's shoulders drooped but he obediently ran to her. O'Malley called out after him, "See you around, kid!"

As if he had any intention of ever seeing them again. Duchess bit her tongue in irritation and continued to walk toward the road. She faltered when she actually reached it, not wanting to go in the wrong direction and have to deal with O'Malley's snide comments. But just before she had to make a decision, her thoughts were interrupted by a familiar voice.

"Hey! Hey, hold up there!"

She and the children turned to see O'Malley jogging toward them. When he reached them, she arched an eyebrow and asked tartly, "Yes, Monsieur O'Malley?"

He glanced at her warily but turned his attention to the children and smiled. "Now look, kids. If I said magic carpet, magic carpet it's gonna be."

"Oh boy!" Toulouse was practically jumping up and down. "We're gonna fly after all!"

Duchess's eyebrow shot up even higher. "Another flight into fantasy, Monsieur O'Malley?"

He looked at her guiltily, but squared his shoulders and said, "No. But I am gonna walk with you until I can get you a ride to Paris." He stepped onto the road and motioned toward the left. "Come on. Paris is this way."

ooooo

As much as Duchess had tried to hide it, Thomas could see how relieved she was when he'd announced he was accompanying them. He'd felt awful when he realized what a scoundrel he was, just letting a girl like that off on her own, not even knowing where she was going. So what if she had kids? Sure, his hopes of spending a romantic night with a beautiful woman just went out the window. But he wasn't heartless.

As they walked along the road, the kids chattering about a frog they saw or fighting who got to lead the way at the front of the group, Thomas couldn't help but notice how pensive Duchess was. She kept an eye on her kids, scolding them gently if made too much mischief, but otherwise she seemed entirely lost in thought.

"So," he began, careful to keep as casual an air as possible, "What's a girl like you doing way out here?"

Duchess cast a worried glance at her children before replying softly, "I'm not sure." Taken aback, Thomas was about to question further when she continued, "The last thing any of us remember is sitting together at home. In Paris . . . Wait, what day is it?" she asked sharply.

"Tuesday. The sixteenth."

Thomas watched her face carefully as she thought. "It was just last night, then," she mused.

His alarm growing, Thomas nonetheless kept up his usual mask of indifference. Whatever the hell was going on here, Duchess was obviously determined to keep the kids from realizing there was anything to worry about, and he would follow her lead. He made sure the three were still preoccupied with Follow-the-Leader. "Sounds like you came here by car," he mentioned lightly. "We're a good sixty miles from Paris."

Duchess' eyes widened, but before she could say anything, Thomas held a hand up to motion her to quiet. There was a rumbling sound coming from behind them. He grinned. "Speaking of cars . . ."


End file.
